Mo. Rev. Stat. ch. 355 – Nonprofit Corporation Law | Midpage

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Revised Statutes of Missouri

Chapter 355

Mo. Rev. Stat. ch. 355

Nonprofit Corporation Law

355.001Citation of law 355.011Filing requirements 355.016Forms 355.020Corporations subject to law — acceptance of law, procedure 355.021Fees 355.023Additional fee — expiration date 355.025Purposes for which organized 355.026Effective date of documents 355.031Correction of filed documents 355.036Filing duty of secretary of state — refusal — effect 355.041Mandamus action to compel filing 355.046Evidentiary effect of certificate 355.051Certificate of existence 355.056False document — penalty 355.061Power of secretary of state 355.066Definitions 355.071Notice — form — requirements 355.076Private foundations 355.081Court-ordered meetings 355.086Notice to attorney general, requirement 355.096Articles of incorporation — contents 355.101Corporate existence begins, when 355.106Liability for preincorporation actions 355.111Organizational meeting 355.116Bylaws 355.121Emergency bylaws and powers 355.126Purpose 355.131Duration, succession — general powers 355.136Emergency powers 355.141Power to act — challenge 355.146Corporate name requirements 355.151Reservation of name 355.161Registered office and agent 355.166Change of registered office or agent 355.171Resignation of registered agent 355.176Service 355.181Members 355.186Member's rights, obligations 355.191Membership transfer restricted, when 355.196Merger of domestic corporation 355.197Member's liabilities 355.201Creditor action against member 355.206Resignation of member 355.211Expulsion, suspension, termination of member — procedure 355.216Purchase of membership, restrictions 355.221Derivative suit — proceeding brought in the right of corporation 355.226Delegates 355.229Applicability of law 355.231Annual, regular meetings 355.236Special meetings 355.241Court-ordered meeting, grounds 355.246Action by written consent 355.251Notice of meeting 355.256Waiver of notice 355.261Manner of determining member's eligibility to notice, vote 355.266Action by written ballot 355.271List of members 355.276Number of votes per member 355.281Quorum requirement 355.286Votes of majority of quorum, effect 355.291Proxy vote 355.296Cumulative voting 355.301Alternative methods of electing directors 355.306Corporation's acceptance of vote, effect 355.316Requirement for, duties of board — name of board, permissible alternatives 355.321Directors' qualifications 355.326Election, designation of members 355.331Terms of directors, generally 355.336Staggered terms of directors 355.341Resignation of directors 355.346Removal of directors 355.351Removal of appointed directors 355.356Removal of director by court 355.361Vacancy on board 355.366Compensation of directors 355.376Regular and special meetings 355.381Action without meeting 355.386Call and notice of meetings 355.391Waiver of notice 355.401Quorum and voting 355.406Committees of the board 355.416Director's conflict of interest 355.421Loans, guarantees for directors, officers 355.426Liability for unlawful distribution 355.431Required officers 355.446Resignation, removal of officers 355.451Officer's contract rights 355.456Execution of contracts by officers 355.461Indemnification — definitions 355.471Indemnification of directors 355.476Indemnification of other persons 355.495Powers of general assembly 355.496Insurance 355.500Corporations organized under chapter 352 to continue 355.501Validity of indemnification, advance for expenses 355.551Amendment of articles 355.556Amendment of articles without member approval 355.561Amendment to articles by board or members 355.566Class voting by members on amendments 355.571Articles of amendment, delivery 355.576Restatement of articles of incorporation 355.581Amendment pursuant to judicial reorganization 355.586Effect of amendment 355.591Amendment by incorporators, directors 355.596Amendment by directors and members 355.601Class voting by members on amendments 355.606Approval of amendments 355.611Amendment terminating members or classes 355.616Plan of merger, approval 355.621Limitations upon mergers, certain companies 355.626Approval of plan of merger 355.631Articles of merger 355.636Effect of merger 355.641Merger with foreign corporation 355.646Donations inure to surviving corporation 355.651Sale, encumbrance of property 355.656Approval required, certain transactions 355.661Prohibited and authorized distributions 355.666Dissolution, articles of, notice, plan 355.671Authorization, approval of dissolution 355.676Dissolution of public benefit corporation 355.681Articles of dissolution, contents 355.686Revocation of dissolution 355.688Duty to continue report, tax payments 355.691Effect of dissolution 355.696Claims against dissolved corporation 355.701Notice of dissolution — unknown claims 355.702Claims for which corporation will indemnify 355.703Articles of termination, contents 355.706Administrative dissolution, grounds 355.711Procedure, effect of administrative dissolution 355.716Reinstatement after administrative dissolution or forfeiture 355.721Appeal from denial of reinstatement 355.726Judicial dissolution 355.731Procedure, judicial dissolution 355.736Receivership — custodianship 355.741Decree of dissolution 355.746Assets of dissolved corporation — deposit with state treasurer 355.751Foreign corporation, certificate of authority — transportation of business 355.756Consequences of transacting business without certificate of authority 355.761Application for certificate of authority 355.766Amended certificate of authority 355.771Effect of certificate of authority 355.776Name of foreign corporation 355.781Registered office, agent of foreign corporation 355.786Change of registered office, agent 355.791Resignation of registered agent, foreign corporation 355.796Service upon foreign corporation 355.801Withdrawal of foreign corporation 355.806Revocation of certificate of authority, grounds 355.811Procedure, effect of revocation 355.813Reinstatement after administrative revocation 355.816Appeal from revocation 355.821Corporate records 355.826Member's inspection of records 355.831Scope of inspection right 355.836Court-ordered inspection 355.841Use of membership lists 355.846Furnishing of financial statements 355.851Report of indemnification or advance 355.856Corporate registration report 355.857Option of biennial filing of corporate registration reports 355.866Existing authorized foreign corporations 355.871Repeal of chapter 355 in 1994, effects 355.881Designation of public, mutual benefit corporations